SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1998
Commission File Number 1-2227
E. Full title of the plan:
Crown Cork & Seal Company, Inc.
401 (k) Retirement Savings Plan
for Employees of Golden Aluminum
F. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
CROWN CORK & SEAL COMPANY, INC.
ONE CROWN WAY
PHILADELPHIA, PA 19154-4599
INDEX
Pages
Signatures........................................................... 3
Report of Independent Accountants.................................... 6
Audited Plan Financial Statements and Schedules in
accordance with the Financial Reporting Requirements of ERISA........ 7 to 17
Exhibit 23 - Consent of Independent Accountants...................... 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Crown Cork & Seal Company, Inc.
401 (k) Retirement Savings Plan
for Employees of Golden Aluminum
By: /s/ James T. Malec
------------------
James T. Malec
Member, Benefit Plan Committee
Date: June 25, 1999
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan
for Employees of Golden Aluminum
Financial Statements
December 31, 1998 and 1997
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of Golden Aluminum
Table of Contents
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Page(s)
Report of Independent Accountants 1
Financial Statements
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4 - 9
Supplemental Schedules*
Schedule I - Schedule of Assets Held for Investment Purposes 11
Schedule II - Schedule of Reportable (5%) Transactions 12
* Other supplemental schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting and Disclosure under
ERISA have been omitted because they are not applicable.
Report of Independent Accountants
To the Benefit Plans Committee and Participants
of the Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of Golden Aluminum
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for
Employees of Golden Aluminum (the "Plan") at December 31, 1998 and 1997, and the
changes in the net assets available for benefits for the year ended December 31,
1998 and for the period from March 1, 1997 to December 31, 1997, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes and of Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employment Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
PricewaterhouseCoopers LLP
June 18, 1999
Philadelphia, Pennsylvania
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for
Employees of Golden Aluminum
Statement of Net Assets Available for Benefits
December 31, 1998 and 1997
- --------------------------------------------------------------------------------
1998 1997
Investments, at fair value:
Registered investment companies:
Vanguard Balanced Index Fund $ 177,431 * $ 79,175 *
Vanguard Total Bond Market Index Fund 67,645 28,342
Vanguard Explorer Fund 124,078 * 72,022 *
Vanguard 500 Index Fund 607,929 * 225,646 *
Vanguard International Growth Fund 64,728 30,834
-------------- ------------
1,041,811 436,019
Crown Cork & Seal Stock Fund 193,395 * 76,128 *
Crown Cork & Seal Fixed Income Fund 464,515 * 199,721 *
Participant loans 43,379 -
-------------- ------------
Total investments 1,743,100 711,868
-------------- ------------
Receivables:
Employer's contributions 24,167 26,521
Participant's contributions 68,287 77,572
-------------- ------------
Total receivables 92,454 104,093
-------------- ------------
Net assets available for benefits $1,835,554 $815,961
-------------- ------------
* Represents 5% or more of net assets available for benefits.
The accompanying notes are an integral part of these financial statements.
- 2 -
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for
Employees of Golden Aluminum
Statement of Changes in Net Assets Available for Benefits
- --------------------------------------------------------------------------------
For the
Period from
For the March 1,
Year Ended 1997 to
December 31, December 31,
1998 1997
Additions:
Investment income:
Interest and dividend income $ 42,355 $ 19,680
Interest income, participant loans 1,472 -
Net appreciation (depreciation)
in fair value of investments 70,778 (4,482)
-------------- --------------
114,605 15,198
-------------- --------------
Contributions:
Employer 264,507 201,927
Participant 761,211 601,473
-------------- --------------
1,025,718 803,400
-------------- --------------
Total additions 1,140,323 818,598
-------------- --------------
Deductions:
Payment of benefits 120,730 2,637
-------------- -------------
Net increase 1,019,593 815,961
Net assets available for benefits:
Beginning of period 815,961 -
-------------- --------------
End of period $1,835,554 $815,961
-------------- --------------
The accompanying notes are an integral part of these financial statements.
- 3 -
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of Golden Aluminum
Notes to Financial Statements
December 31, 1998 and 1997
- --------------------------------------------------------------------------------
1. Description of Plan
The following description of the Crown Cork & Seal Company, Inc. 401(k)
Retirement Savings Plan for Employees of Golden Aluminum (the "Plan")
provides only general information. Participants should refer to the Plan
document for a more complete description of the Plan's provisions.
General
The Plan commenced operations on March 1, 1997 and is a defined
contribution plan covering eligible full-time employees of Golden Aluminum
Company (the Company) who have one year of service and are age eighteen or
older. In addition, employees who were eligible to participate in the ACX
Technologies, Inc. Savings and Investment Plan on February 28, 1997 (Crown
Cork & Seal Company, Inc. obtained the rights to acquire the Company from
ACX Technologies, Inc. in March, 1997) are also eligible. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
Contributions
Each year, participants may contribute up to 17 percent of pre-tax annual
compensation, as defined in the Plan. Participants may also contribute an
amount representing distributions from other qualified defined benefit or
contribution plans. The Company contributes 50 percent of the first 6
percent of base compensation that a participant contributes to the Plan.
Additional amounts may be contributed at the option of the Company's board
of directors. Contributions are subject to certain limitations.
Participant Accounts
Each participant's account is credited with the participant's contribution
and allocations of (a) the Company's contributions and, (b) Plan earnings,
and charged with an allocation of administrative expenses (Note 4).
Allocations are based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is the benefit that
can be provided from the participant's vested account.
Vesting
Participants are immediately vested in their contributions and the
Company's contributions plus actual earnings thereon.
Participant loans
Participants may borrow from their account a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50 percent of the participant's
vested balance. Loan transactions are treated as a transfer to (from) the
investment fund from(to) the Participant loans. Loan terms range from 1-5
years or up to 10 years for the purchase of a primary residence. The loans
are secured by the balance in the participant's account and bear interest
at a rate commensurate with a prevailing commercial rate as determined by
the Benefit Plans Committee. Interest rates ranged from 9 percent to 9.5
percent for loans outstanding as of December 31, 1998. Principal and
interest is paid ratably through monthly payroll deductions.
- 4 -
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of Golden Aluminum
Notes to Financial Statements
December 31, 1998 and 1997
- --------------------------------------------------------------------------------
Payment of Benefits
On termination of service due to death, disability or retirement, a
participant may elect to receive either a lump sum amount equal to the
value of the participant's vested interest in his or her account, or
substantially equal periodic installments over a period not to exceed 10
years. For termination of service due to other reasons, a participant may
receive the value of the vested interest in his or her account as a
lump-sum distribution.
Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
Investment Options
Participants are able to allocate their contributions among the following
investment options:
Vanguard Balanced Index Fund: Seeks to provide income and long-term growth
of capital and income by dividing its assets between indexed portfolios of
stocks (60%) and bonds (40%).
Vanguard Total Bond Market Index Fund (formerly the Vanguard Bond Index
Fund - Total Bond Market Portfolio): Seeks to provide a high level of
interest income by attempting to match the performance of the unmanaged
Lehman Brothers Aggregate Bond Index, a widely recognized measure of the
entire taxable U.S. bond market.
Vanguard Explorer Fund: Seeks to provide long-term growth of capital by
investing in a diversified group of small-company stocks with prospects for
above-average growth.
Vanguard 500 Index Fund (formerly the Vanguard Index Trust - 500
Portfolio): Seeks to provide long-term growth of capital and income from
dividends by holding all of the 500 stocks that make up the unmanaged
Standard & Poor's 500 Composite Stock Price Index, a widely recognized
benchmark of U.S. stock market performance.
Vanguard International Growth Fund (formerly the Vanguard International
Growth Portfolio): Seeks to provide long-term growth of capital by
investing in stocks of high-quality, seasoned companies based outside the
United States. Stocks are selected from more than 15 countries.
Crown Cork & Seal Stock Fund: Invests in Crown Cork & Seal stock to provide
the possibility of long-term growth through increases in the value of the
stock and the reinvestment of its dividends.
Crown Cork & Seal Fixed Income Fund: Seeks to preserve the value of the
original investment and provide an attractive level of interest by
investing primarily in investment contracts issued by insurance companies
and banks and other types of fixed principal investments. It is designed to
maintain a constant $1.00 share value.
- 5 -
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of Golden Aluminum
Notes to Financial Statements
December 31, 1998 and 1997
- --------------------------------------------------------------------------------
2. Summary of Accounting Policies
The following accounting policies, which conform with generally accepted
accounting principles, have been used consistently in the preparation of
the Plan's financial statements:
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method
of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions and deductions
during the reporting period. Actual results could differ from those
estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices which represent the
net asset value of shares held by the Plan at year-end. The Company stock
fund is valued at its year-end unit closing price (comprised of year-end
market price plus uninvested cash position). Units of the Company's fixed
income fund are valued at net asset value at year end.
Participant loans are valued at cost which approximates fair value.
Purchases and sales of investments are recorded on a trade-date basis.
Interest income is accrued when earned. Dividend income is recorded on the
ex-dividend date. Capital gain distributions are included in dividend
income.
Payment of Benefits
Benefits are recorded when paid.
3. Related Party Transactions
The Plan invests in shares of registered investment companies managed by an
affiliate of Vanguard Fiduciary Trust Company ("VFTC"). VFTC acts as
trustee for those investments as defined by the Plan. Transactions in such
investments qualify as party-in-interest transactions which are exempt from
the prohibited transaction rules.
4. Plan Expenses
The Company has the option under the Plan's provision to pay for the Plan's
administrative expenses. For the year ended December 31, 1998 and for the
period March 1, 1997 (inception of the Plan) to December 31, 1997, the
Company paid for the Plan's administrative expenses.
- 6 -
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of Golden Aluminum
Notes to Financial Statements
December 31, 1998 and 1997
- --------------------------------------------------------------------------------
5. Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter dated March 10, 1999 that the Plan is designed in accordance with
applicable sections of the Internal Revenue Code (IRC). Accordingly, the
Plan is not subject to federal or local income taxes.
6. Crown Cork & Seal Fixed Income Fund
The Crown Cork & Seal Fixed Income Fund consists of guaranteed investment
contracts ("GICs") and the Vanguard Retirement Savings Trust. The GICs are
valued at contract value, which approximates fair value. The GICs are fully
benefit responsive. Interest rates on GICs ranged between 4.94 percent and
7.32 percent at December 31, 1998 and 5.00 percent and 6.96 percent at
December 31, 1997. Average yields on GICs were 5.71 percent in 1998 and
6.07 percent in 1997. The Vanguard Retirement Savings Trust is a tax-exempt
collective fund invested primarily in investment contracts issued by
insurance companies and commercial banks, and similar types of
fixed-principal investments. The trust intends to maintain a constant net
asset value of $1.00 per share. As the GICs mature the proceeds are
invested in the Vanguard Retirement Savings Trust.
7. Subsequent Event
On May 26, 1999 Crown Cork & Seal Company, Inc. announced that it has
exercised its right to return Golden Aluminum Company to ACX Technologies,
Inc. The effect on the Plan has not yet been determined.
- 7 -
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of Golden Aluminum
Notes to Financial Statements
December 31, 1998 and 1997
- --------------------------------------------------------------------------------
8. Changes in Net Assets Available for Benefits by Investment Fund
The allocation of changes in net assets available for benefits for the year
December 31, 1998 is as follows:
Fund Information
---------------------------------------------------------------------------------------
Crown
Vanguard Vanguard Vanguard Crown Cork & Seal
Balanced Total Bond Vanguard Vanguard International Cork & Seal Fixed
Index Market Explorer 500 Index Growth Stock Income Participant
Fund Index Fund Fund Fund Fund Fund Fund Loans Total
Additions:
Investment income:
Interest and dividend
income $ 5,715 $ 3,185 $ 1,084 $ 8,171 $ 1,283 $ 3,061 $ 19,856 $ - $ 42,355
Interest income,
participant loans - - - - - - - 1,472 1,472
Net appreciation (depreciation)
in fair value of investments 15,877 809 5,465 101,086 5,978 (58,437) - - 70,778
-------- -------- -------- -------- ------- -------- -------- -------- ----------
21,592 3,994 6,549 109,257 7,261 (55,376) 19,856 1,472 114,605
-------- -------- -------- -------- ------- -------- -------- -------- ----------
Contributions:
Employer 31,778 11,514 22,745 88,752 11,325 26,339 72,054 - 264,507
Participant 79,074 29,330 68,346 250,763 29,328 81,067 223,303 - 761,211
Participant loan repayment 796 556 1,583 2,621 547 960 4,027 (11,090) -
-------- -------- -------- -------- ------- -------- -------- -------- ----------
111,648 41,400 92,674 342,136 41,200 108,366 299,384 (11,090) 1,025,718
-------- -------- -------- -------- ------- -------- -------- -------- ----------
Total Additions 133,240 45,394 99,223 451,393 48,461 52,990 319,240 (9,618) 1,140,323
-------- -------- -------- -------- ------- -------- -------- -------- ----------
Deductions:
Payment of benefits 20,005 2,654 3,099 45,374 2,463 10,926 36,209 - 120,730
Participant loan withdrawals 4,135 2,013 3,672 12,575 3,131 8,015 19,456 (52,997) -
-------- -------- -------- -------- ------- -------- -------- -------- ----------
Net increase prior
to interfund transfers 109,100 40,727 92,452 393,444 42,867 34,049 263,575 43,379 1,019,593
Interfund transfers (12,102) (1,089) (43,980) (14,792) (8,883) 81,758 (912) - -
-------- -------- -------- -------- ------- -------- -------- -------- ----------
Net increase 96,998 39,638 48,472 378,652 33,984 115,807 262,663 43,379 1,019,593
Net assets available for benefits:
Beginning of period 90,280 32,037 83,096 260,596 34,830 86,584 228,538 - 815,961
-------- -------- -------- -------- ------- -------- -------- -------- ----------
End of period $187,278 $ 71,675 $131,568 $639,248 $68,814 $202,391 $491,201 $ 43,379 $1,835,554
======== ======== ======== ======== ======= ======== ======== ======== ==========
- 8 -
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of Golden Aluminum
Notes to Financial Statements
December 31, 1998 and 1997
8. Changes in Net Assets Available for Benefits by Investment Fund (continued)
The allocation of changes in net assets available for benefits for the
period from March 1, 1997 to December 31, 1997 is as follows:
Fund Information
----------------------------------------------------------------------------------
Vanguard
Bond Index Crown
Vanguard Fund - Vanguard Vanguard Crown Cork & Seal
Balanced Total Bond Vanguard Index International Cork & Seal Fixed
Index Market Explorer Trust - 500 Growth Stock Income
Fund Portfolio Fund Portfolio Portfolio Fund Fund Total
Additions:
Investment income:
Interest and dividend income $ 1,884 $ 537 $ 7,537 $ 3,878 $ 1,517 $ 725 $ 3,602 $ 19,680
Net appreciation (depreciation)
in fair value of investments 192 270 (10,037) 3,385 (3,416) 5,124 - (4,482)
-------- -------- -------- -------- -------- -------- -------- ---------
2,076 807 (2,500) 7,263 (1,899) 5,849 3,602 15,198
-------- -------- -------- -------- -------- -------- -------- ---------
Contributions:
Employer 23,724 8,578 20,088 63,302 9,160 19,728 57,347 201,927
Participant 64,480 22,652 64,640 190,031 27,569 61,007 171,094 601,473
-------- -------- -------- -------- -------- -------- -------- --------
88,204 31,230 84,728 253,333 36,729 80,735 228,441 803,400
-------- -------- -------- -------- -------- -------- -------- --------
Total additions 90,280 32,037 82,228 260,596 34,830 86,584 232,043 818,598
-------- -------- -------- -------- -------- -------- -------- --------
Deductions:
Payment of benefits - - - - - - 2,637 2,637
-------- -------- -------- -------- -------- -------- -------- --------
Net increase prior to
interfund transfers 90,280 32,037 82,228 260,596 34,830 86,584 229,406 815,961
Interfund transfers - - 869 - - - (869) -
-------- -------- -------- -------- -------- -------- -------- --------
Net increase 90,280 32,037 83,097 260,596 34,830 86,584 228,537 815,961
Net assets available for benefits:
Beginning of period - - - - - - - -
-------- -------- -------- -------- -------- -------- -------- --------
End of period $ 90,280 $ 32,037 $ 83,097 $260,596 $ 34,830 $ 86,584 $228,537 $815,961
======== ======== ======== ======== ======== ======== ======== ========
- 9 -
Additional Information
Required for Form 5500
Crown Cork & Seal Company, Inc. Schedule I
401(k) Retirement Savings Plan for Employees of Golden Aluminum
EIN 23-1526444
Schedule of Assets Held for Investment Purposes
Attachment to Form 5500, Line 27(a)
December 31, 1998
- --------------------------------------------------------------------------------
Current
Identity of Issue Description of Asset Cost Value
* Vanguard Balanced Index Fund Registered Investment Company $ 162,080 $ 177,431
* Vanguard Total Bond Market Index Fund Registered Investment Company 66,657 67,645
* Vanguard Explorer Fund Registered Investment Company 124,229 124,078
* Vanguard 500 Index Fund Registered Investment Company 509,241 607,929
* Vanguard International Growth Fund Registered Investment Company 61,884 64,728
* Crown Cork & Seal Stock Fund Company Stock Fund 239,377 193,395
* Crown Cork & Seal Fixed Income Fund Unallocated Guaranteed Investment Contracts
and Common/Collective Trusts 464,515 464,515
Participant Loans 9% - 9.5% 43,379
-----------
Total assets held for investment purposes $ 1,743,100
===========
<FN>
* Party in interest
</FN>
- 11 -
Crown Cork & Seal Company, Inc. Schedule II
401(k) Retirement Savings Plan for Employees of Golden Aluminum
EIN 23-1526444
Schedule of Reportable (5%) Transactions*
Form 5500, Line 27(d)
Year Ended December 31, 1998
- --------------------------------------------------------------------------------
Identity of Description of Asset Historical Current Value
Party Involved (Include interest rate and maturity Purchase Selling Cost of of Asset on Net
in the case of a loan) Price Price Asset Transaction Date Gain (loss)
The Vanguard Group Vanguard 500 Index Fund $ 368,337 $ - $ - $ 368,337
The Vanguard Group Vanguard 500 Index Fund 87,141 81,358 87,141 $ 5,783
The Vanguard Group Vanguard Balanced Index Fund 118,623 118,623
The Vanguard Group Vanguard Balanced Index Fund 36,243 35,526 36,243 717
The Vanguard Group Vanguard Explorer Fund 109,128 109,128
The Vanguard Group Vanguard Explorer Fund 62,536 66,958 62,536 (4,422)
The Vanguard Group Vanguard Int'l Growth Fund 43,191 43,191
The Vanguard Group Vanguard Int'l Growth Fund 15,275 15,557 15,275 (282)
The Vanguard Group Vanguard Ttl Bond Mkt Indx Fund 44,250 44,250
The Vanguard Group Vanguard Ttl Bond Mkt Indx Fund 5,756 5,664 5,756 92
The Vanguard Group Crown Fixed Income Fund 403,801 403,801
The Vanguard Group Crown Fixed Income Fund 139,007 139,007 139,007 -
The Vanguard Group CC&S Stock Fund 251,284 251,284
The Vanguard Group CC&S Stock Fund 75,580 82,911 75,580 (7,331)
*Transactions or a series of transactions in excess of 5% of the current
value of the Plan's assets as of the beginning of the plan year as defined
in section 2520.103-6 of the Department of Labor rules and Regulations for
Reporting and Disclosure under ERISA.
- 12 -